OSS3E12 Be Afraid of the Dark
Plot (Continued from OSS3E11 The Return.) Ben runs from Zs'Skayr and Dr. Vicktor. Zs'Skayr says that he needs Ben alive. Ben turns into Grey Matter and escapes Vicktor under the floor. In space, Max tries to bring the shuttle to Earth. Zs'Skayr and Vicktor search for Ben. Vicktor questions Zs'Skayr's obsession with Ben and is attacked. Grey Matter contacts Max and Gwen and tells them about Zs'Skayr and explains his plan: to spread Corrodium beam all over the Earth and block out the sun. Max detects that the Corrodium in the ship is moving and then they are attacked by the Mummy. Vicktor and Zs'Skayr arrive at Grey Matter's location, but he is hiding in the machine. Zs'Skayr and Vicktor continue to look for him as he turns back into Ben. Gwen casts a spell, inflating her suit and sending her flying, taking Max with her and accidentally locking the two in an airlock. Max tries to get out, but the Mummy opens it. Max and Gwen are sucked into space. The airlock closes, and Max and Gwen magnetize onto a space station. Vicktor tears open the machine Ben is in. Ben hides a small machine in his pocket. Vicktor attacks him, touching the Omnitrix. Zs'Skayr demands the Omnitrix. Ben pulls out a tiny sun-gun that Grey Matter built and shoots Zs'Skayr. Zs'Skayr retreats and Vicktor attacks Ben. Ben falls into the floor, emerging behind Vicktor. Ben sends Vicktor flying into his machine, and he is electrocuted. Ben turns into Upgrade and merges with Vicktor's machine. He blasts into space, but Vicktor grabs on. Vicktor attack Upgrade, but Upgrade shoots him and punches him. The Mummy loads the Corrodium into the ray and aims it at the transmitter. Max stops him from shooting it, and he and Gwen fight the Mummy. Upgrade and Vicktor fight. Upgrade gets out of the machine and lands on the station, going inside, as Vicktor flies off into space. Upgrade shoos the Mummy. Max opens the airlock and Upgrade blasts the Mummy into it. Upgrade turns into Ben. The Corrodium ray begins to fire, and Zs'Skayr appears. The ray fires, arriving at Yenaldooshi's transmitter and reflecting all over the world. A field of Corrodium spreads over the Earth, and every living thing mutates. Earth now belongs to Zs'Skayr. Zs'Skayr opens the airlock and the Mummy grabs the Tennysons. Gwen asks Ghostfreak not to toss them into space, and the Mummy removes their suits. Without the suits, Gwen can use magic. She makes the Mummy release them. Ben turns into Frankenstrike, a genetic copy of Vicktor. Frankenstrike and Zs'Skayr fight. Zs'Skayr grabs him and phases him out of the ship. In space, Zs'Skayr is at full power. Frankenstrike and Zs'Skayr continue to fight. The shuttle blasts away from the station, piloted by Max. The machine with Vicktor on it arrives and crashes into the shuttle. Gwen tries out several spells on the control panel before being attacked by the Mummy. She hides in a bathroom, but the Mummy follows her. She flushes it down the toilet. Zs'Skayr and Frankenstrike trade blasts. The Mummy grabs Frankenstrike and attacks him. Max turns the shuttle around and lets Vicktor push until he dislodges. The Corrodium ray is destroyed and everything un-mutates. Zs'Skayr accidentally shoots the Mummy. Frankenstrike is surrounded by Zs'Skayr and his hecnhman. Vicktor opens a portal and he and the Mummy are sucked in. Zs'Skayr has disappeared. Frankenstrike goes back into the station and turns back into Ben. Gwen puts a suit around her and Ben and they are ejected into space. Then, the station explodes. Max picks them up in the shuttle. Zs'Skayr arrives and tries to possess Ben, grabbing the Omnitrix. Gwen open the airlock and points it at the sun, disintegrating Zs'Skayr. The ship explodes, but Cannonbolt grabs Max and Gwen and safely re-enters before turning back into Ben. Ben acknowledges that he, Gwen, and Max make a good team, and sees Ghostfreak in the Omnitrix. Impact *Ben transforms into Frankenstrike for the first (and only) time in Ben 10 *Ben re-unlocks Ghostfreak Benvicktor.PNG|Frankenstrike|link=Frankenstrike Characters Characters *Ben Tennyson *Max Tennyson *Gwen Tennyson Villains *Zs'Skayr *Dr. Vicktor *Mummy *Yenaldooshi Aliens *Grey Matter *Upgrade *Frankenstrike *Cannonbolt Category:Episodes Category:Ben 10 Episodes Category:Ghostfreak Arc Category:Alien Debuts